Gamesys announced in a statement that the court meeting and general meeting to consider the scheme and special resolution relating to the combination were both held on 30 June and approved by the requisite majorities. 92.4% of those who voted in the court meeting were in favor, with 99.1% of the general meeting backing the special resolution. Bally’s shareholders have also voted to approve the deal, clearing the way for the merger agreement to progress forward. The expected timetable of the combination remains the same and is likely to be completed in the fourth quarter of this year. The scheme remains subject to the sanction by the court at the court hearing as well as other conditions being met.
In April, the boards of both groups agreed to a deal that would see Bally’s acquire Gamesys’ issued and outstanding share capital via Premier Entertainment, its wholly owned subsidiary. Bally’s believes that this deal will significantly increase its market share of the expanding US betting and igaming market, which analysts suggest could be worth up to $45bn at maturity.
“We believe that this combination will mark a transformational step in our journey to become a leading integrated, omni-channel gaming company with a B2B2C business,” Bally’s chairman Soo Kim said in April. “We think that Gamesys’ proven technology platform alongside its highly respected and experienced management team, combined with the US market access that Bally’s provides, should allow the combined group to capitalize on the significant growth opportunities in the US sports betting and online markets.”
Gamesys chief executive Lee Fenton is set to become group chief executive, while Gamesys chief operating officer Robeson Reeves and non-executive director Jim Ryan will join the Bally’s board. Current CEO George Papanier will remain in charge of the brick-and-mortar business and retain his seat on the board. Gamesys’ existing platform will benefit from market access to key states through Bally’s physical locations. Bally’s, on the other hand, will benefit from Gamesys’ proven technology platform, expertise, and highly-respected management team, according to the businesses’ boards.
The combination will see Bally’s, via Premier Entertainment, pay 1,850 pence per Gamesys share. This represents a 14.4% premium on Gamesys’ closing share price of 1,642 pence per share on 23 March and a 41.2% premium on Gamesys’ closing share price of 1,330 pence on 25 January. For Gamesys’ three-month average closing price to 23 March, of 1,373 pence per share, it represents a 36.7% premium. Gamesys shareholders will also have the option to exchange each share for 0.343 Bally’s Corporation shares.
As outlined in the initial terms, Gamesys shareholders have chosen to take up this option for all of their stakes, with the exception of finance director Michael Mee. If these shareholders are the only ones to take up the share exchange offer, the maximum cash consideration to be paid by Bally’s would be £1.6bn.
